Picture of Federal Bank logo

FEDERALBNK Federal Bank News Story

0.000.00%
in flag iconLast trade - 00:00
FinancialsBalancedLarge CapTurnaround

REG - Federal Bank Ltd The - Notice of AGM <Origin Href="QuoteRef">FED.NS</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSL8234Ka 

Management Committee, Customer Service and Marketing Strategy Committee,
Credit  Committee & Investment and Raising Capital Committee, Information
Technology & Operations Committee, Investor Grievance, Share Transfer &
Stakeholder Relationship  Committee, Committee for Human Resource Policy,
Corporate Social Responsibility Committee, Review Committee of the Board on
Non Cooperative Borrowers and Review Committee of the Board for Wilful
Defaulters of the Bank. Mr. Shyam Srinivasan attended eleven Board meetings in
Financial Year 2016-17, out of total eleven Board meetings held during the
year. Mr.Shyam Srinivasan is not related to any other Director and Key
Managerial Personnel of the Bank. 
 
Accordingly, your Directors recommend the passing of Resolution No 6, in terms
of Reserve Bank of India's approval for the reappointment of Mr. Shyam
Srinivasan, Managing Director & CEO of the Bank for a period of three years
with effect from 23 September, 2016. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 6 of the Notice except
Mr. Shyam Srinivasan. 
 
Item No.7 
 
The Board of Directors of the Bank at its meeting held on 10th March 2016
appointed Mr. Ganesh Sankaran as Executive Director of the Bank, for which RBI
approval was obtained  vide its letter no. DBR. Appt No.163/08.38.001/2016-17
dated 04th July 2016 and as such Mr. Ganesh Sankaran took charge as Executive
Director of the Bank w.e.f  04th July 2016 after getting the RBI approval for
a period of two years w.e.f  04th July 2016. 
 
Mr. Ganesh Sankaran aged 47 years is an alumnus of VJTI Mumbai and also has a
Masters degree in Business Administration from Symbiosis Institute of Business
Management. 
 
He brings banking experience of over 21 years across Relationship and Risk
functions. He has top quality exposure in building corporate relationships and
providing strategic direction for managing credit risk across diverse
verticals. He was a senior leader in wholesale banking at HDFC Bank and was
responsible for managing the balance sheet and profitability for the corporate
bank as well as influencing and driving strategic initiatives. He brings
firsthand experience to risk dimensions in several key domains such as SME,
commercial transportation, agriculture lending, microfinance and sustainable
livelihood, large ticket retail lending, risk intelligence & control etc. 
 
At Federal Bank, he is in charge of creating a robust Wholesale bank as well
as bringing senior leadership strategy insight in building a high quality
franchise. Mr. Ganesh Sankaran represents sectors Banking, credit and risk
management as per section 10 A of the Banking Regulation Act,1949. 
 
The Employee Stock Option Scheme of the Bank (ESOS 2010) was approved by the
shareholders through Postal Ballot. As per the Scheme, the Board of Directors
in the year 2016, and RBI vide letter DBR. Appt. No.12037/08.38.001/2016-17
dated April 10, 2017 approved the grant of 3,00,000 options to Mr. Ganesh
Sankaran, Executive Director of the Bank, to be granted over 4 years in equal
installments of 75000  (Seventy Five Thousand only) options per year @ ` 72.45
per option. 
 
During FY 2016-17 Mr. Ganesh Sankaran was paid an aggregate amount of ` 84.60
Lakh as remuneration. For break up of remuneration paid to Mr. Ganesh
Sankaran, kindly refer to details contained in Annual Report. Mr. Ganesh
Sankaran is not related to any other Director and Key Managerial Personnel of
the Bank. 
 
Accordingly, your Directors recommend the passing of Resolution No 7 of the
Notice, for Grant of 3,00,000 options as ESOS @ ` 72.45 per option to Mr.
Ganesh Sankaran, Executive Director of the Bank. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 7 of the Notice except
Mr. Ganesh Sankaran. 
 
Item No.8 
 
Mr. K M Chandrasekhar was appointed as an Additional Independent Director on
the Board of the Bank on 06.12.2012 and was elected as a Director at the 82nd
Annual General Meeting held on 20.07.2013.  He was elected as an Independent
Director on the Board of the Bank at the Annual General Meeting held on
17.07.2014. He was appointed as the Chairman of the Board of the Bank for a
period of one year w.e.f 01st March 2017, for which RBI approval was obtained
vide letter DBR.Appt.No.1062/08.38.001/2016-17 dated March 07, 2017. 
 
The Board of Directors fixed the remuneration payable to Mr. K M Chandrasekhar
as `1,25,000/- per month (`.15,00,000/-(Rupees Fifteen Lakh  only) per annum)
in addition  to  payment  of  sitting  fee  for  attending  Board/Committees
meetings, for which Reserve Bank of India approval has been obtained vide
their  letter. DBR Appt No.1062/08.38.001/2016-17 dated March 07, 2017. Before
taking charge as Chairman of the Board of the Bank, Mr. K M Chandrasekhar was
paid only sitting fee for attending Board/Committees meetings and
reimbursement of expenses for participation in Board/Committee meetings. Mr. K
M Chandrasekhar is not related to any other Director and Key Managerial
Personnel of the Bank. 
 
Accordingly, your Directors recommend the Resolution No.8 for payment of
remuneration of ` 1,25,000/- per month (`15,00,000/-(Rupees Fifteen Lakh only)
per annum) to Mr. K M Chandrasekhar, Chairman of the Board of the Bank as
approved by Reserve Bank of India, in addition to payment of sitting fee for
attending Board/Committees meetings and reimbursement of expenses for
participation in Board/Committee meetings. 
 
The detailed profile of Mr. K M Chandrasekhar is given along with item No: 10
of the Notice. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 8 of the Notice except
Mr. K M Chandrasekhar. 
 
Item No.9 
 
The non-executive Directors in private sector banks were hitherto permitted to
be paid only sitting fees and reimbursement of expenses for participation in
the Board and other meetings. Reserve Bank of India (RBI) issued guidelines on
June 1, 2015 regarding compensation of non-executive Directors (excluding
part-time Chairman) of private sector banks and permitted the payment of
profit-related commission upto ` 1 million per annum to non-executive
Directors. 
 
The guidelines clearly articulate the fact that there is a need to bring in
professionalism to the boards of banks and in order to enable banks to attract
and retain professional directors, it is essential that such directors are
appropriately compensated. The guidelines also stipulated that the Board of
Directors, in consultation with its Remuneration Committee should formulate
and adopt a comprehensive compensation policy for the non-executive Directors
(other than the part-time non-executive Chairman) and while formulating the
policy, the Board shall ensure compliance with the provisions of the Companies
Act, 2013. The Non-Executive Part-Time Chairman of private sector banks are
entitled to receive a fixed remuneration subject to approval of RBI. 
 
With the advent of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the roles and responsibilities of
the non-executive Directors have undergone significant change requiring
enhanced time and attention from the non-executive Independent Directors. 
 
Considering all of the above, the Board at its Meeting held on 22nd December
2016 (based on the recommendations of the Nomination, Remuneration, Ethics  &
Compensation Committee), decided to seek the approval of shareholders for
payment of profit related commission  and the Board had in its meeting dated
07th June 2017 approved the payment of profit related commission not exceeding
` 1 million(` 1,000,000) per annum to each Non-Executive/Independent  Director
of the Bank other than part-time Chairman, in addition to sitting fees and
reimbursement of expenses for attending the meetings of the Board of Directors
and/or other meetings, subject to approval of Members and such other
regulatory 
 
approvals as may be required. 
 
Approval of the Members is sought subject to availability of net profits at
the end of each financial year for payment of profit related commission not
exceeding ` 1 million( ` 1,000,000) per annum to each Non-Executive/
Independent Directors of the Bank other than Part-Time Chairman from the
financial year ended March 31, 2017 onwards. The total commission payable
shall be within the limits as prescribed under Section 197 of the Companies
Act, 2013 and shall not exceed one percent of the net profits of the Bank
computed in accordance with the manner laid down in Section 198 of the
Companies Act, 2013. 
 
Your Directors recommend the Resolution No. 9 of the accompanying Notice for
approval of the Members of the Bank for payment of compensation in the form of
profit related commission not exceeding ` 1 million (` 1,000,000) per annum to
the Non-Executive Independent directors of the Bank (other than the Part-time
Chairman) in addition to sitting fees paid for attending Board/Committee
meetings and reimbursement of expenses for participation in Board/Committee
meetings. 
 
All the non-executive Directors (other than the non-executive part-time
Chairman) of the Bank and their relatives are concerned or interested in
passing of this resolution. None of the other Directors, Key Managerial
Personnel of the Bank and their relatives are in any way concerned or
interested, financially or otherwise in the passing of the Resolution at Item
No. 09 of the Notice. 
 
As per the requirements of Secretarial Standard 2 issued by the Institute of
Company Secretaries of India, the details of all the non-executive/
Independent Directors(other than Part time Chairman) who are entitled for
commission of not exceeding ` 1 million (` 1,000,000) per annum are contained
in the explanatory statement of item nos 11,12,13,14 and 15 except for Mr. C
Balagopal. 
 
Brief Details relating to Mr. C Balagopal are as shown below: 
 
Mr. Chandrasekhar Balagopal, aged 64 years is a post graduate in Economics
from Madras University. He then joined the Indian Administrative Service in
1977 and worked in various posts in Manipur and Kerala. He resigned from the
IAS in 1983, to set up a company to manufacture indigenously developed
biomedical devices for the first time in the country.  This came to be known
as Terumo Penpol Ltd and is one of the biggest manufacturers and exporters of
blood bag systems in the world. Mr. Chandrasekhar Balagopal, is involved in
mentoring and investing in startup ventures, community development activities
and writing. He is a mentor at the Medical Technology Business Incubator,
SCTIMST. He is a Charter member and first President of TiE Kerala. He is also
a member of Ethics Committee of Rajiv Gandhi Center for Biotechnology,
Investment Promotion Board of Kerala, and the Technology Development Council
of Sree Chitra Thirunal Institute for Medical Science & Technology. 
 
The Board of Directors had appointed Mr. Chandrasekhar Balagopal as an
Additional Independent Director at its Board meeting held on 29 June 2015
under Section 161 of the Companies Act,2013. He was appointed as an
Independent Director by the shareholders in the Annual General Meeting held on
11th August 2016. During FY 2016-17, Mr. C Balagopal  was paid an amount of `
1,170,000 as remuneration/sitting fees. 
 
Item No. 10 
 
Mr. K M Chandrasekhar was appointed as an Additional Independent Director on
the Board of the Bank on 06.12.2012 and was elected as a Director at the 82nd
Annual General Meeting held on 20.07.2013. He was elected as an Independent
Director on the Board of the Bank at the Annual General Meeting held on
17.07.2014. The period of three years will get completed on 16.07.2017. 
 
The Board of Directors have reviewed the declaration made by Mr. K M
Chandrasekhar and he meets the criteria of independence as provided in Section
149(6) read with Schedule IV of the Companies Act, 2013, and the Board is of
opinion that he fulfills the conditions specified in the Companies Act, 2013
and the rules made thereunder and is independent of the management. 
 
In terms of section 149(10) of the Companies Act, 2013, an Independent
Director shall hold office for a term up to five consecutive years on the
Board of a company but shall be eligible for reappointment on passing of a
special resolution by the company for a further period of upto five years. The
relevant sections and rules under Banking Regulation Act, 1949 and prescribed
by RBI from time to time are applicable to all Directors of the Bank. A
special resolution is hence put forth at this Annual General Meeting, for the
shareholders approval, for the reappointment of Mr. K.M. Chandrasekhar as an
Independent Director on the Board of the Bank for a further period of one (1)
year with effect form 17th July 2017 or till the date of his retirement
whichever is earlier. 
 
Mr. K.M. Chandrasekhar, aged 69 years, entered the Indian Administrative
Service in 1970. Prior to that, he did B.A (Honours) in Economics and M.A. in
History from St. Stephen's, College, University of Delhi.  After entering
Government Service, he got the M.A degree in Management Studies from the
University of Leeds in United Kingdom. He spent the first 25 years of his
career in Kerala, holding such positions as Managing Director of the State
Civil Supplies Corporation, District Collector, Idukki, Director of Fisheries,
Principal Secretary (Industries) and Principal Secretary (Finance).  During
this period, he was also Chairman of the Spices Board under the Ministry of
Commerce, Government of India.  In 1996, he left Kerala on Central Government
deputation and rose to the highest position that any Indian civil servant can
occupy that of Union Cabinet Secretary.  As Cabinet Secretary, he was Head of
all the Civil Services in India and reported directly to the Prime Minister of
India. He has considerable management experience having been associated - as
Chairman, Managing Director or Member of the Board of Directors - of more than
40 companies in the public, joint and private sector. Mr. K M Chandrasekhar
was the Vice Chairman of Kerala State Planning Board, with cabinet rank.
Currently, he is serving as  President of Sree Chitra Thirunal Institute of
Medical Sciences and Technology-Trivandrum, Chairman of Centre for Development
Studies- Trivandrum and Member of Committee on Innovative Collaborations set
up by Government of India. 
 
Mr. K.M. Chandrasekhar is not related to any Director or Key Managerial
Personnel of the Bank. Mr. K.M. Chandrasekhar did not hold any shares of the
Bank as on 31.03.2017. During FY 2016-17, Mr. K M Chandrasekhar was paid an
amount of `1,635,000 as sitting fees for attending Board/Committee meetings.
Mr. K M Chandrasekhar attended eleven  Board meetings in Financial Year
2016-17, out of total eleven Board meetings held during the year. The
remuneration sought to be paid to Mr. K M Chandrasekhar, as Chairman of the
Bank in mentioned in Item No.08 of the Notice. 
 
Presently he is the Chairman of the Board of the Bank, Chairman of Customer
Service and Marketing Strategy Committee and member of Credit Committee &
Investment and Raising Capital Committee, Nomination, Remuneration, Ethics and
Compensation Committee and Corporate Social Responsibility Committee. 
 
Mr. K.M. Chandrasekhar is not related to any Director or Key Managerial
Personnel of the Bank. Based on the performance evaluation of Chairman of the
Bank, done by the Nomination, Remuneration, Ethics and Compensation Committee
and Board of the Bank/ Independent Directors of the Bank, the performance was
found to be good. 
 
Accordingly your Directors recommend for approval, the resolution of the
shareholders for reappointing Mr. K.M. Chandrasekhar as an Independent
Director of the Bank, for a period of one (1) year with effect from 17th July
2017 or till date of his retirement whichever is earlier. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 10 of the Notice except
Mr. K.M. Chandrasekhar. 
 
Item No.11 
 
CA. Nilesh Shivji Vikamsey was appointed as an Additional Independent Director
on the Board of the Bank on 24.06.2011 and was elected as a Director at the
80th Annual General Meeting held on 03.09.2011. He was elected as an
Independent Director on the Board of the Bank at the Annual General Meeting
held on 17.07.2014 from a period of three years. The period of three years
will get completed on 16.07.2017. 
 
The Board of Directors have reviewed the declaration made by CA. Nilesh Shivji
Vikamsey and he meets the criteria of independence as provided in Section
149(6) read with Schedule IV of the Companies Act, 2013, and the Board is of
opinion that he fulfills the conditions specified in the Companies Act, 2013
and the rules made thereunder and is independent of the management. 
 
In terms of section 149(10) of the Companies Act, 2013, an Independent
Director shall hold office for a term up to five consecutive years on the
Board of a company but shall be eligible for reappointment on passing of a
special resolution by the company for a further period of upto five years. 
The relevant sections and rules under Banking Regulation Act, 1949 and
prescribed by RBI from time to time are applicable to all Directors of the
Bank. A special resolution is hence put forth at this Annual General Meeting,
for the shareholders approval, for the reappointment of CA. Nilesh Vikamsey as
an Independent Director on the Board of the Bank for a further period of three
(3) years with effect from 17th July 2017 or till the date of his retirement
whichever is earlier. 
 
Mr. Nilesh Shivji Vikamsey, aged 52 years is a Chartered Accountant by
profession, and holds a Diploma in Information System Audit and was also
associated with Business Consultancy Studies Course of Bombay Chartered
Accountants Society jointly with Jamnalal Bajaj Institute of Management
Studies. He is the senior partner of Khimji Kunverji & Co, Chartered
Accountants, a firm which has over 80 years of experience in the areas of
Auditing, Taxation, Corporate & Personal Advisory Services, Business &
Management Consulting Services, due diligence, valuations, inspections, and
investigations. He is a member of the Central Council and President of the
Institute of Chartered Accountants of India (ICAI) from 12 February 2017
onwards. 
 
Mr. Nilesh Vikamsey is on the Board of following other Companies as on 31st
March 2017: 
 
IIFL Holdings Limited                                       -Director 
 
SBI Life Insurance Company Limited              - Director 
 
IIFL Wealth Management Limited                          - Director 
 
India Infoline Finance Limited                                  - Director 
 
Navneet Education Limited                                    - Director 
 
HLB Offices and Service Private Limited                - Director 
 
Trunil Properties Private limited                               - Director 
 
Barkat Properties Private Limited                           - Director 
 
Thomas Cook (India) Limited                                   - Director 
 
SOTC Travel Services Private Limited                     - Director 
 
Extensible Business Reporting 
 
Language (XBRL) India                                              - Director 
 
PNB Housing Finance Limited                                    - Director 
 
NSEIT Limited                                                            -
Director 
 
ICAI Accounting Research Foundation                      - Director 
 
Indian Institute of Insolvency Professionals of ICAI   - Director 
 
He is on the Committee of the Board of following other Companies as on 31st
March 2017 
 
 IIFL Holdings Limited                          Member (Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and CSR Committee)                                              
 SBI Life Insurance Company Limited             Member (Audit Committee, Investment Committee, Risk Management Committee,  Policy Holder Protection Committee and Nomination and Remuneration Committee)  
 IIFL Wealth Management Limited                 Member (Audit Committee, Nomination and Remuneration Committee, CSR Committee)                                                                            
 Navneet Education Limited                      Member (Audit Committee)                                                                                                                                  
                                                                                                                                                                                                          
 Thomas Cook (India) Limited                    Chairman (Audit Committee)                                                                                                                                
 SOTC Travel Services Private Limited           Chairman (Audit Committee)Member(Nomination and Remuneration Committee)                                                                                   
 PNB Housing Finance Limited     NSEIT Limited  Member(Audit Committee, Nomination andRemuneration Committee)Member(Audit Committee)                                                                      
 
 
Presently he is the Chairman of Nomination, Remuneration, Ethics and
Compensation Committee, member of Audit Committee, Special Committee of the
Board for monitoring and follow up of cases of Frauds (SCBF)  and Committee
for Human Resource Policy of the Board of the Bank. He does not hold any
shares of the Bank as on 31st March 2017. Mr. Nilesh Vikamsey attended eleven
Board meetings in Financial Year 2016-17, out of total eleven Board meetings
held during the year. During FY 2016-17, Mr. Nilesh Vikamsey was paid an
amount of `4,430,833 as remuneration/sitting fees. 
 
Mr. Nilesh Vikamsey is not related to any Director or Key Managerial Personnel
of the Bank. 
 
Based on the performance evaluation of Mr.Nilesh Vikamsey, done by the
Nomination, Remuneration, Ethics and Compensation Committee and Board of the
Bank, the performance was found to be good. 
 
Accordingly your Directors recommend for approval, the resolution of the
shareholders for reappointing Mr. Nilesh Vikamsey as an Independent Director
of the Bank, for a period of three (3) years with effect from 17th July 2017
or till date of his retirement whichever is earlier. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 11 of the Notice except
CA. Nilesh S Vikamsey. 
 
Item No.12 
 
Mr. Dilip Gena Sadarangani was appointed as an Additional Independent Director
on the Board of the Bank on 04.06.2013 and was elected as a Director at the
82nd   Annual General Meeting held on 20.07.2013. He was elected as an
Independent Director on the Board of the Bank at the Annual General Meeting
held on 17.07.2014 from a period of three years. The period of three years
will get completed on 16.07.2017. 
 
The Board of Directors has reviewed the declaration made by Mr. Dilip.G.
Sadarangani, and he meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013, and the Board is of opinion that he
fulfills the conditions specified in the Companies Act, 2013 and the rules
made thereunder and is independent of the management. 
 
In terms of section 149(10) of the Companies Act, 2013, an Independent
Director shall hold office for a term up to five consecutive years on the
Board of a company but shall be eligible for reappointment on passing of a
special resolution by the company for a further period of upto five years. The
relevant sections and rules under Banking Regulation Act, 1949 and prescribed
by RBI from time to time are applicable to all Directors of the Bank.  A
special resolution is hence put forth at this Annual General Meeting, for the
shareholders approval, for the reappointment of Mr. Dilip.G.Sadarangani as an
Independent Director on the Board of the Bank for a further period of three
(3) years with effect from 17th July 2017 or till the date of his retirement
whichever is earlier. 
 
Mr. Dilip.G.Sadarangani aged 67 years has wide experience in
Banking/Technology/Operations, and includes   management, maintenance and
support of IT software projects as well as IT operations. He has developed and
put in place processes and IT policies and continuity plans in three leading
Banks in India, Australia and Kuwait. 
 
Mr. Dilip.G.Sadarangani holds a Bachelor of Science (Hons) degree from
University of Bombay. He also holds a post graduate diploma in Computer
Management from Jamnalal Bajaj Institute of Management, University of Bombay.
He has developed Business-Technology strategies for ANZ Grindlays Bank,
Standard Chartered Bank (SCB), India, Gulf Bank, Kuwait and Man Power, Asia
Pacific. He was a key member of the Global Leadership team in ANZ Bank
(Australia), Standard Chartered Bank (India & Global), Gulf Bank (Kuwait) and
Manpower Inc (Asia Pacific & Global). He was also a Core member of the team
which automated the first 50 branches of one of the largest financial
institutions in the world -State Bank of India. 
 
Mr. Dilip Sadarangani is on the Board of following other Companies as on 31st
March 2017: 
 
Fedbank Financial Services Ltd                     - Director 
 
He is on the Committee of the Board of following other Companies as on 31st
March 2017 
 
Fedbank Financial Services Ltd            - Chairman (Nomination Committee,
CSR Committee and IT Committee) 
 
- Member (Audit Committee, Credit Committee,            Risk Management
Committee) 
 
Presently he is the Chairman of the Committee for Information Technology and
Operations Committee and Investor Grievance, Share Transfer & Stakeholder
Relationship Committee and member of Credit Committee & Investment and Raising
Capital Committee, Nomination, Remuneration, Ethics and Compensation
Committee, Review of the Board on Non Cooperative Borrowers. He does not hold
any shares of the Bank as on 31st March 2017. Mr. Dilip Sadarangani attended
eleven Board meetings in Financial Year 2016-17, out of total eleven Board
meetings held during the year. During FY 2016-17, Mr. Dilip Sadarangani was
paid an amount of `1,805,000 as sitting fees for attending Board/Committee
meetings. 
 
Mr. Dilip Sadarangani is not related to any Director or Key Managerial
Personnel of the Bank. Based on the performance evaluation of Mr. Dilip
Sadarangani, done by the Nomination, Remuneration, Ethics and Compensation
Committee and Board of the Bank, the performance was found to be good. 
 
Accordingly your Directors recommend for approval, the resolution of the
shareholders for reappointing Mr. Dilip Sadarangani as an Independent Director
of the Bank, for a period of three (3) years with effect from 17th July 2017
or till date of his retirement whichever is earlier. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 12 of the Notice except
Mr. Dilip. G. Sadarangani. 
 
Item No.13 
 
The Board of Directors have co-opted Mr. Harish H Engineer, as an Additional
Independent Director at its Board meeting held on 19 October 2013 and was
elected as an Independent Director on the Board of the Bank at the Annual
General Meeting held on 17.07.2014 for a period of three years. The period of
three years will get completed on 16.07.2017. 
 
The Board of Directors has reviewed the declaration made by Mr. Harish H
Engineer, and he meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013, and the Board is of opinion that he
fulfills the conditions specified in the Companies Act, 2013 and the rules
made thereunder and is independent of the management. 
 
In terms of section 149(10) of the Companies Act, 2013, an Independent
Director shall hold office for a term up to five consecutive years on the
Board of a company but shall be eligible for reappointment on passing of a
special resolution by the company for a further period of upto five years. The
relevant sections and rules under Banking Regulation Act, 1949 and prescribed
by RBI from time to time are applicable to all Directors of the Bank.  A
special resolution is hence put forth at this Annual General Meeting, for the
shareholders approval, for the reappointment of Mr. Harish H Engineer as an
Independent Director on the Board of the Bank for a further period of two (2)
years with effect from 17th July 2017 or till the date of his retirement
whichever is earlier. 
 
Mr. Harish H Engineer aged 68 years is a Science graduate from Bombay
University and holds a Diploma in Business Management from Hazarimal Somani
College, Mumbai. Mr. Harish Engineer has been associated with HDFC Bank since
1994 in various capacities and was also the Executive Director on the Board of
HDFC Bank responsible for Wholesale Banking including International Banking.
He has over 46 years of experience in the fields of Finance and Banking. Prior
to joining HDFC bank Mr. Harish H Engineer worked with the Bank of America for
26 years in various areas including operations and corporate credit
management. During his stint with Bank of America he worked in various
locations like Hong Kong, Los Angeles, London, Singapore, Thailand and
Indonesia. 
 
Mr. Harish H Engineer is on the Board of following Companies as on 31st March
2017: 
 
Navin Flourine International Ltd                                              
  - Director 
 
Infrastructure Leasing and Financial Services Ltd                - Director 
 
Barclays Investments and Loans (India) Ltd                         - Director 
 
International Asset Reconstruction Company Private Ltd     - Director 
 
Aditya Birla Capital Advisors Private Ltd                                -
Director 
 
Piramal Finance Limited                                                      
- Director 
 
HDFC property Ventures Limited                                           -
Director 
 
Peerless Funds Management Co ltd                                       -
Director 
 
Birla Sun Life Pension Management Limited                         - Director 
 
IIML Asset Advisors Limited                                                  -
Director 
 
He is on the Committee of the Board of following Companies as on 31st March
2017: 
 
Infrastructure Leasing and Financial Services Ltd     - Member (Audit
Committee and Nomination & Remuneration Committee) 
 
Navin Flourine International Ltd                                          -
Member (CSR Committee) 
 
Barclays Investments and Loans (India) Ltd                - Member (Subsidiary
Audit Committee, Corporate Social Responsibility (CSR) Committee, Nomination &
Remuneration Committee). 
 
International Asset Reconstruction Company 
 
Private Ltd                                                                   
 - Member ( Fund Committee (IARF - I & 11), Asset Acquisition & Reconstruction
Committee, Fund Raising Committee). 
 
Aditya Birla Capital Advisors Private Ltd      - Member of Audit &            
                Investment Committee 
 
Piramal Finance Limited                                          - Member
(Audit & Risk Committee, Nomination & Remuneration Committee) 
 
HDFC property Ventures Limited                                 - Chairman
(Audit Committee), Member (Nomination & Remuneration Committee) 
 
Peerless Funds Management Co Ltd                          - Member (Audit &
Risk Committee, Business Plan & Monitoring Committee) 
 
Birla Sun Life Pension Management Limited                    - Member (Audit
and Risk Committee, Nomination & Remuneration Committee) 
 
IIML Asset Advisors Limited                                   - Chairman of
Audit & Conflicts Committee 
 
Presently he is the Chairman of Credit Committee & Investment and Raising
Capital Committee, and Corporate Social Responsibility Committee, member of
Customer Service & Marketing Strategy Committee, Review Committee of the Board
on Non Cooperative Borrowers, Review Committee of the Board for Wilful
Defaulters.  He does not hold any shares of the Bank as on 31st March 2017.
Mr. Harish Engineer attended eight Board meetings in Financial Year 2016-17,
out of total eleven Board meetings held during the year. Mr. Harish Engineer
is not related to any other Director of the Bank. During FY 2016-17, Mr.
Harish Engineer was paid an amount of `1,190,000 as sitting fees for attending
Board/Committee meetings. 
 
Mr. Harish Engineer is not related to any Director or Key Managerial Personnel
of the Bank. Based on the performance evaluation of Mr. Harish Engineer, done
by the Nomination, Remuneration, Ethics and Compensation Committee and Board
of the Bank, the performance was found to be good. 
 
Accordingly your Directors recommend for approval, the resolution of the
shareholders for reappointing Mr. Harish Engineer as an Independent Director
of the Bank, for a period of two (2) years with effect from 17th July 2017 or
till date of his retirement whichever is earlier. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 13 of the Notice except
Mr. Harish Engineer. 
 
Item No.14 
 
The Board of Directors have co-opted Ms. Grace Elizabeth Koshie, as an
Additional Independent Director at its Board meeting held on 22 November 2013
and was elected as an Independent Director on the Board of the Bank at the
Annual General Meeting held on 17.07.2014 for a period of three years. The
period of three years will get completed on 16.07.2017. 
 
The Board of Directors has reviewed the declaration made by Ms. Grace
Elizabeth Koshie and she meets the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013, and the Board is of opinion that
she fulfills the conditions specified in the Companies Act, 2013 and the rules
made thereunder and is independent of the management. 
 
In terms of section 149(10) of the Companies Act, 2013, an Independent
Director shall hold office for a term up to five consecutive years on the
Board of a company but shall be eligible for reappointment on passing of a
special resolution by the company for a further period of upto five years. The
relevant sections and rules under Banking Regulation Act, 1949 and prescribed
by RBI from time to time are applicable to all Directors of the Bank.  A
special resolution is hence put forth at this Annual General Meeting, for the
shareholders approval, for the reappointment of Ms. Grace Koshie as an
Independent Director on the Board of the Bank for a further period of three
(3) years with effect from 17th July 2017 or till the date of her retirement
whichever is earlier. 
 
Ms. Grace Elizabeth Koshie, aged 64 years is a postgraduate in Economics with
specialization in the area of Econometrics and Monetary Economics from Bombay
University, joined Reserve Bank of India in the year 1976 as a Direct Recruit
in Grade B. She also holds a PG Diploma in Higher Education and is a Certified
Associate of Indian Institute of Bankers. Before joining Reserve Bank, she had
worked as a lecturer in Sophia College, Mumbai.  As Secretary to the Central
Board of the Reserve Bank of India she was responsible for central bank
governance and related compliance matters, matters connected to the Meetings
of the Central Board and its Committee, and other senior management meetings.
Ms. Koshie carries with her rich and varied experience of over 36 years of
central banking in the Reserve Bank of India. Ms. Koshie also held the charge
of the Foreign Exchange Department in RBI Central Office from 2001-2004. Ms.
Koshie had earlier served as RBI nominee Director on the Boards of Dena Bank
and Corporation Bank. 
 
Ms. Grace Koshie is on the Board of following other Companies as on 31st March
2017: 
 
 Firstsource Solutions Ltd  Director  
 World Vision India         Director  
 
 
She is on the Committee of the Board of following other Companies as on 31st
March 2017: 
 
Firstsource Solutions Ltd         -                  Member (Audit Committee) 
 
Presently she is the Chairman of Audit Committee, member of Risk Management
Committee, Special Committee of the Board for monitoring and follow up of
cases of Frauds (SCBF), Information technology & Operations Committee and
Review Committee of the Board for Wilful Defaulters.  She does not hold any
shares of the Bank as on 31st March 2017. Ms. Grace Koshie attended eleven
Board meetings in Financial Year 2016-17, out of total eleven Board meetings
held during the year. During FY 2016-17, Ms. Grace Koshie was paid an amount
of `1,950,000 as sitting fees for attending Board/Committee meetings. 
 
Ms. Grace Koshie is not related to any Director or Key Managerial Personnel of
the Bank. Based on the performance evaluation of Ms. Grace Koshie, done by the
Nomination, Remuneration, Ethics and Compensation Committee and Board of the
Bank, the performance was found to be good. 
 
Accordingly your Directors recommend for approval, the resolution of the
shareholders for reappointing Ms. Grace Koshie as an Independent Director of
the Bank, for a period of three (3) years with effect from 17th July 2017 or
till date of her retirement whichever is earlier. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 14 of the Notice except
Ms. Grace Koshie. 
 
Item No.15 
 
Ms. Shubhalakshmi Panse was appointed as an Additional Independent Director on
the Board of the Bank on 29 April 2014 and was elected as an Independent
Director on the Board of the Bank at the Annual General Meeting held on
17.07.2014 for a period of three years. The period of three years will get
completed on 16.07.2017. 
 
The Board of Directors has reviewed the declaration made by Ms. Shubhalakshmi
Panse, and she meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013, and the Board is of opinion that she
fulfills the conditions specified in the Companies Act, 2013 and the rules
made thereunder and is independent of the management. 
 
In terms of section 149(10) of the Companies Act, 2013, an Independent
Director shall hold office for a term up to five consecutive years on the
Board of a company but shall be eligible for reappointment on passing of a
special resolution by the company for a further period of upto five years. The
relevant sections and rules under Banking Regulation Act, 1949 and prescribed
by RBI from time to time are applicable to all Directors of the Bank.  A
special resolution is hence put forth at this Annual General Meeting, for the
shareholders approval, for the reappointment of Ms. Shubhalakshmi Panse as an
Independent Director on the Board of the Bank for a further period of three
(3) years with effect from 17th July 2017 or till the date of her retirement
whichever is earlier. 
 
Ms. Shubhalakshmi Panse, aged 63 years is a post graduate in Science and holds
D.B.M. (Diploma in Business Management) & MMS (Masters in Management Sciences
with specialization in Financial Management) from Pune University. She also
holds an M.B.A. (Masters in Business Administration) with specialization in
Bank Management from Drexel University, USA.  She is also a Certified
Associate of Indian Institute of Bankers. Smt. Shubhalakshmi Panse has 38
years experience in the field of Banking, particularly in Corporate Credit
appraisal, Credit Monitoring, NPA management, Planning, Project appraisal and
also in Economics, Finance and Information Technology. She was the former
Chairman & Managing Director of Allahabad Bank. Smt. Panse was also the
Executive Director of Vijaya Bank for two and half years, managing all the
portfolios of that bank. She was the member of the committee appointed by RBI
on Corporate Governance and the Chairman of the committee set up by IBA on
Cheque Truncation System- National Archive. She is also the Chairman of the
Quality Review Board of Indian Institute of Actuaries appointed by Government
of India. 
 
She has also undergone many  trainings  and  courses  at  various  prestigious
 institutes, like NIBM-Pune, ASCII-Hyderabad, BTC RBI-Mumbai,
JNIDBI-Hyderabad, MDI Gurgaon, MEFTEC Bahrain, European School of Management 
London, UK & Paris France, Bank of International Settlement Basle, Switzerland
etc. 
 
Ms. Shubhalakshmi Panse is on the Board of following other Companies as on
31st March 2017: 
 
 IL & FS Financial Services Ltd         Director  
 L&T IDPL Ltd                           Director  
 Chola MS General Insurance             Director  
 Atul Limited                           Director  
 Utkarsh Microfinance Pvt Ltd           Director  
 L & T Infotech Limited                 Director  
 Sudarshan Chemical Industries Ltd      Director  
 Catalyst Asset Reconstruction Company  Director  
 
 
She is on the Committee of the Board of following other Companies as on 31st
March 2017: 
 
 IL & FS Financial Services Ltd     Chairman (CSR Committee), Member (Audit Committee, Nomination & Remuneration Committee)          
 L&T IDPL Ltd                       Member(Audit Committee, Nomination & Remuneration Committee)                                     
 Chola MS General Insurance         Chairman (Nomination and Remuneration Committee)Member ( Audit Committee )                       
 Utkarsh Microfinance Pvt Ltd       Chairman ( Nomination and Remuneration Committee and Corporate Social Responsibility Committee)  
 Sudarshan Chemical Industries Ltd  Member (Risk Management Committee)                                                               
 
 
Presently she is the Chairperson of Risk Management Committee, member of Audit
Committee, Special Committee of the Board for monitoring and follow up of
cases of Frauds (SCBF), Information technology & Operations Committee and
Committee for Human Resource Policy.  She does not hold any shares of the Bank
as on 31st March 2017. Ms. Shubhalakshmi Panse attended ten Board meetings in
Financial Year 2016-17, out of total eleven Board meetings held during the
year. During FY 2016-17, Ms. Shubhalakshmi Panse was paid an amount of
`1,780,000 as sitting fees for attending Board/Committee meetings. 
 
Ms. Shubhalakshmi Panse is not related to any Director or Key Managerial
Personnel of the Bank. Based on the performance evaluation of Ms.
Shubhalakshmi Panse, done by the Nomination, Remuneration, Ethics and
Compensation Committee and Board of the Bank, the performance was found to be
good. 
 
Accordingly your Directors recommend for approval, the resolution of the
shareholders for reappointing Ms. Shubhalakshmi Panse as an Independent
Director of the Bank, for a period of three (3) years with effect from 17th
July 2017 or till date of her retirement whichever is earlier. 
 
No Director, Key Managerial Personnel and their relatives are in any way
concerned or interested in the Resolution at Item No. 15 of the Notice except
Ms. Shubhalakshmi Panse. 
 
Item No.16 
 
Employee Stock Option Scheme is a way of employee compensation in recognition
of their contribution to the overall performance of the Bank. The previous
Employee Stock Option Scheme of your Bank were successful in instilling
ownership and a sense of belongingness among employees. 
 
Your Bank believes in rewarding its employees including Directors for their
continuous hard work, dedication and support, which has led the Bank and its
Subsidiaries on the growth path. 
 
As a motivation and to enable alignment of personal goals of the employees
with organizational objectives, your Bank intends to implement the Employee
Stock Option Scheme termed as the Federal Bank Limited Employee Stock Option
Scheme 2017 ("ESOS 2017"), by way of fresh issue of shares of the Bank, with a
view to attract and retain key talents by way of rewarding their performance
and motivate them to contribute to the overall corporate growth and
profitability. 
 
Pursuant to provisions of Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 (SEBI Regulations) the Bank seeks
members' approval in respect of ESOS 2017 and grant of Employee Stock Options
to the eligible employees/ Directors of the Bank and that of its Subsidiaries
as decided by the Board from time to time in due compliance of the SEBI
Regulations. 
 
The main features of the ESOS 2017 are as under: 
 
1.  Brief Description of ESOS 2017: 
 
The proposed Scheme ESOS 2017 is intended to reward the eligible employees of
the Bank and its Subsidiaries in India and abroad, for their performance and
to motivate them to contribute to the growth and profitability of the Bank.
Your Bank also intends to use this Scheme to retain talent in the organization
as it views Employee Stock Options as instrumental that would enable the
employees to share the value they create for the Bank and align individual
objectives of employees with objectives of the Bank in the years to come. 
 
2.  Total number of Options to be granted: 
 
The total number of Options would be available for grant to the eligible
employees of the Bank and its subsidiaries under ESOS 2017, in one or more
tranches exercisable, shall not cumulatively exceed 8,62,02,270 equity shares
in the Bank of face value of ` 2 each fully paid up not exceeding in the
aggregate 5% of the issued, subscribed and paid-up capital of the Bank as on
31 March, 2017. 
 
Vested Options lapsed due to non-exercise and/or unvested Options that get
cancelled due to resignation/ termination of the employees or otherwise, would
be available for being re-granted at a future date. The Board is authorized to
re-grant such lapsed / cancelled Options as per the provisions of ESOS 2017,
within overall ceiling. 
 
3.  Identification of classes of employees entitled to participate in ESOS
2017: 
 
The following persons shall be eligible for being granted Options under the
ESOS 2017 
 
i. A permanent employee of the Bank or its Subsidiary Company, working in
India or outside of India; or 
 
ii.            A director of the Bank or its Subsidiary Company, whether a
whole time director or not but excluding an Independent Director. 
 
The specific Employees to whom the Options would be granted and their
eligibility criteria would be determined by the Committee. However, the
following persons are not entitled for being granted Options under the ESOS
2017: 
 
i. An employee of the Bank or its Subsidiary Company who is a Promoter or
belongs to the Promoter Group; 
 
ii.            A director of the Bank or its Subsidiary Company who either
himself or through his Relative or through any body corporate, directly or
indirectly, holds more than 10% (ten percent) of the outstanding Equity Shares
of the Bank. 
 
4.  Requirements of vesting and period of vesting: 
 
The Board and Nomination, Ethics and Remuneration and Compensation Committee
of the Board ("Committee") may, at its discretion, lay down the vesting
criteria of the Options including specifying vesting criteria that is linked
to the performance of the Options grantees. Employee is required to be in
service with the Bank on the vesting date and must neither be serving his
notice for termination of service nor be subject to any disciplinary
proceedings pending against him on the vesting date. The vesting period shall
be determined by the Committee on the date the Options are granted and shall
be mentioned in the grant letter. The Options granted under the ESOS 2017
would vest after the expiry of one year from the date of grant of the
Options. 
 
5.  Maximum period within which the Options shall be vested: 
 
The vesting period shall be determined by the Committee on the date the
Options are granted and shall be mentioned in the Grant Letter. The Committee
shall have full power and authority to alter the vesting period and the
exercise period. 
 
6.  Exercise price or pricing formula: 
 
The exercise price shall be determined by the Committee on the date the
Options are granted subject to compliance with the provisions of the SEBI
Regulations. The exercise price shall be mentioned in the Grant Letter. 
 
The Committee may re-price the Options which are not exercised if Options are
rendered unattractive due to fall in the price of the Share in the market,
subject to the approval of the shareholders of the Bank. Provided that such
re-pricing shall not be detrimental to the interest of the Option grantees and
provided that such re-pricing is in conformity with the applicable laws. 
 
7.  Exercise period and the process of Exercise: 
 
The Exercise Period would commence from the date of Vesting and will expire on
the completion of five years from the date of Vesting of Options. The equity
shares arising out of exercise of vested Options would not be subject to any
lock-in period after such exercise. 
 
The Options granted under the ESOS 2017 would be exercisable by the employee
by making an application to the designated person in the Bank, in such manner,
on execution of such documents and on such terms as may be decided by the
Committee. The Options will lapse if not exercised within the specified
exercise period and will be considered as Options that have not been granted.
Such Options can be re-granted to employees in the future. 
 
8.  Minimum Lock-In prior to Vesting 
 
There shall be a minimum lock-in period of one year between the date of grant
of the Options and the vesting of the Options. The equity shares arising out
of exercise of vested Options would not be subject to any lock-in period after
such exercise. 
 
9.  Appraisal process for determining the eligibility of employees under ESOS
2017: 
 
The appraisal process for determining the eligibility of the employees will be
decided by the Committee from time to time. The employees would be granted
Options under the ESOS 2017 based on various parameters such as scale,
designation, work performance, grades, period of service, annual fixed pay,
Bank's performance and such other parameters as may be decided by the
Committee from time to time in its sole discretion; 
 
10.  Maximum number of Options to be issued per employee and in aggregate: 
 
The grant of Options per employee or Director of the Bank (including the
Managing Director & CEO) shall be up to 1% of the paid-up equity share capital
(excluding outstanding warrants and conversions in a financial year). 
 
11.  The conditions under which option vested in employees may lapse e.g. in
case of termination of employment for misconduct: 
 
The Committee shall have full power and authority to formulate the detailed
terms and conditions under which Option vested in employees may lapse in case
of termination of employment for Cause or misconduct; 
 
12.  The specified time period within which the employee shall exercise the
vested Options in the event of a proposed termination of employment or
resignation of employee 
 
The Clause 12.3 of the Scheme details out the manner in which the Options
would be dealt in case of Employees' separation under different circumstances.
In case of resignation, the employee will be having all the rights to exercise
vested Options similar to normal cases. In other cases, the Committee may, at
its sole discretion would decide the treatment of vested Options and such
decision shall be final and binding. 
 
13.  Maximum Quantum of benefits to be provided per employee under the ESOS
2017 
 
The rights of a shareholder shall be conferred upon the employee only on a
valid exercise of the Options and resultant transfer/ issue of shares. Upon
allotment of the shares, the employees shall become members of the Bank and
shall be entitled to all rights of a member including voting rights, receipt
of dividend, etc. 
 
If the Bank issues bonus or right shares, the employee will not be eligible
for the bonus or right shares in the capacity of the holder of the Options,
except that the entitlement to the number of Options will be adjusted in terms
of provisions under ESOS 2017. Only if the Options are vested and exercised
and the employee is a valid holder of the equity shares of the Bank, the
employee would be entitled for the bonus or rights equity shares of the Bank. 
 
14.  Source of Shares: 
 
The Scheme contemplates issue of Shares by the Bank. 
 
15.  The amount of loan provided for implementation of ESOS 2017 by the Bank
to the Trust, its tenure, utilisation, repayment terms etc. 
 
The Bank has not constituted a Trust to implement ESOS 2017 and the ESOS 2017
will be directly implemented by the Bank and its Board. 
 
16.  Maximum percentage of secondary acquisition (subject to limits specified
under the Regulations) that can be made by the Trust for the purchase of the
scheme 
 
Not applicable as the Bank is implementing ESOS 2017. 
 
17.  Accounting and Disclosure Policies: 
 
The Bank shall follow the 'Guidance Note on Accounting for Employee
Share-based Payments' and/or any relevant Accounting Standards as may be
prescribed by the Institute of Chartered Accountants of India from time to
time, including the disclosure requirements prescribed therein. 
 
18.  Method of Option Valuation: 
 
The Bank shall use Intrinsic Value Method for valuation of the options granted
under the ESOS. 
 
Consent of the members is being sought pursuant to Section 62(1)(b) and all
other applicable provisions, if any, of the Companies Act, 2013 and rules
framed there under and as per Regulation 6 of the SEBI Regulations. 
 
As per SEBI Regulations, a separate resolution is required to be passed if the
benefits of employee stock option scheme(s) are to be extended to employees of
holding or subsidiary companies. Thus, separate resolution under Item No.1 (b)
is being proposed to cover those employees, and/or such other persons as may
be permitted from time to time, under prevailing laws, rules and regulations,
and/or amendments thereto from time to time 
 
None of the Directors, Key Managerial Personnel of the Bank or their relatives
are in any way, concerned or interested in the resolution except to the extent
of the options that may be granted to them under the ESOS 2017. 
 
Item No. 17 
 
The Board of the Bank had in its meeting dated 07th June 2017, approved the
amendment to Article 80 of the Articles of the Bank inorder to provide an
enabling provision in the Articles, that the common seal of the Bank can be
affixed as decided by the Board. The amended Articles as proposed will enable
the Board to authorize any official of the Bank or any attorney for the
purpose of affixing of common seal of the Bank in his presence. 
 
At present Article 80 necessitates that if common seal of the Bank is affixed
to any instrument or deed it should be affixed in the presence of at least two
directors and of the Company Secretary of the Bank  and shall sign every
instrument to which the seal of the Bank is so affixed in their presence. The
proposed amendment to the Article will enable the Board to authorize any
attorney or official of the Bank for affixation of common seal in their
presence. The proposed amendment is in line with the Companies Act, 2013, and
other regulatory requirements and the same is now proposed for shareholders
approval. 
 
Accordingly, your Directors recommend the passing of Resolution No 17, for
amendment of Article 80 of the Article of Association of the Bank. 
 
None of the Directors, Key Managerial Personnel of the Bank or their relatives
are concerned or interested in the resolution. 
 
Item No.18 
 
In terms of Section 42 of the Companies Act, 2013 read with Companies
(Prospectus and Allotment of Securities) Rules, 2014, a Company can make
private placement of securities subject to the condition that the proposed
offer of securities or invitation to subscribe securities has been previously
approved by the Members of the Company, by a special resolution, for each of
the offers or invitations/subscriptions. In case of offer or invitation for
subscription of non-convertible debentures, it shall be sufficient if the
Company passes a special resolution only once in a year for all the offers or
invitation for subscription of such debentures during the year. 
 
Accordingly, the Bank had obtained the approval of Members at the last AGM
held on August 11 2016, for borrowing/raising funds by issue of debt
securities pursuant to the relevant provisions of the applicable circulars or
guidelines issued by RBI, upto ` 4,000 crore (Rupees Four Thousand Crore
Only), in one or more tranches. There was no requirement for the Bank to raise
any amount by way of issue of Bonds till March 31, 2017. The current approval
of Members is valid upto August 10, 2017. 
 
In order to facilitate the raising of funds by way of issue of debt
securities, it would be necessary to have the fresh approval of Members in
place. Accordingly, the Board of Directors, after assessing its fund
requirements, has proposed to obtain the consent of the Members of the Bank
for borrowing/raising funds by issue of debt securities including but not
limited to Tier II bonds, Long Term Bonds (Infrastructure & Affordable
Housing), Masala Bonds, Green bonds, non-convertible debentures etc., pursuant
to the relevant provisions of the applicable circulars or guidelines issued by
RBI, upto  ` 4000 Crore (Rupees Four Thousand  Crore only), in one or more
tranches and under one or more shelf disclosure documents and/or one or more
letters of offer, in domestic market and/or overseas market, as per the
structure and within the limits permitted by RBI and other regulatory
authorities, to eligible investors on private placement basis, on such terms
and conditions including the price, coupon, premium / discount, tenor etc., as
the Board of Directors or any Committee(s) thereof or such other persons as
may be authorized by the Board, from time to time, determine and consider
proper and appropriate for the Bank. This would form part of the overall
borrowing limits as may be approved by the Members under Section 180(1)(c) of
the Companies Act,2013. 
 
The Resolution under Section 42 of Companies Act, 2013 shall be valid for a
period of one year from the date of passing of this resolution. The pricing of
the NCDs / Tier II bonds/ Long Term Bonds (Infrastructure & Affordable
Housing)/ Masala Bonds/ Green bonds etc. would be in accordance with the
applicable statutory guidelines, for cash, either at par or premium or at a
discount to face value depending upon the prevailing market conditions. 
 
Accordingly, the approval of Members is being sought by way of special
resolution as set out at Item No. 18 of this Notice for borrowing/raising
funds in Indian currency by issue of debt securities on private placement
basis. 
 
None of the directors/key managerial personnel of the Bank or their relatives
are concerned or interested in the resolution. 
 
Item No. 19 
 
In terms of Section 180 (1)(c ) of the Companies Act,2013 the Board shall not
except with the consent of the shareholders in General Meeting, borrow moneys
in excess of the Bank's Paid Up capital and Free Reserves. At the AGM held on
July 17,2014 ,the shareholders authorised the Board to borrow moneys up to `
3000 Crore over and above the Paid up Capital and Free Reserves of the Bank,
on behalf of the Bank, with or without securities. 
 
In view of the fact that the total business of the Bank has crossed ` 1,70,000
Crore  as on 31.03.2017 from about `1,00,000 Crore in 2014, which is an
increase of 70% and also considering the projected growth in business and fund
requirements in the coming years and in order to avail the benefit of


- More to follow, for following part double click  ID:nRSL8234Kc

Recent news on Federal Bank

See all news